Much of the work of the board will happen not during board meetings, but within committees designated to handle specific tasks and functions. The committees you have will be driven by the needs of the board and the organization you oversee. Each committee is responsible for specific work that is more in-depth, complex, or time-consuming for the full board to handle at meetings, and will report on their work at board meetings.

Committees fall into 2 categories – standing and ad hoc. A standing committee is permanent and handles ongoing functions and oversight, such as governance and finance. An ad hoc committee is set up for a limited period of time and for a specific purpose; it will dissolve when its work completed.

The most common standing committees are:

  • The Executive Committee includes the board officers and possibly the chief executive of the organization. They take care of issues that come up between board meetings, and plan meetings of the full board. They may help provide guidance to the chief executive and help him/her vet matters that are confidential or not ready to bring to the full board.
  • The Governance Committee recruits new members for the board and nominates them for the approval of the full board, provides orientation for new members, and ongoing growth and educational opportunities for the full board. It also evaluates the performance of the full board, committees, and individual board members and looks for ways to maintain and improve their effectiveness.
  • The Finance Committee oversees the financial position of the organization. They will develop budgets, review financial reports, play a significant role in securing funding for the organization, set long-range financial goals and plans for achieving those goals. If there’s not a separate audit committee, the finance committee will review the results of the audit and ensure the timely filing of the Form 990 and any applicable state filings. The finance committee is typically chaired by the board treasurer and may invite the CFO to be a member. It should include at least one board member, or another volunteer, who has financial expertise.

Some boards establish additional committees to handle work needed for support and oversight, such as for development, personnel, legal matters, program development, strategic planning, or marketing. Ad hoc committees may be necessary for one-off tasks, for example chief executive searches and transitions, considering a possible merger or restructuring, coordinating a special event, or evaluating a site relocation. Be thoughtful about how many committees to establish. If you have too many, board members will be spread too thin, and may burn out. Each committee you’re on requires more work and time spent in meetings.

Each committee should be large enough that it represents key perspectives and constituencies, but small enough that it can get substantial work done. If a committee is too large, it may become difficult to build consensus and make decisions. If some members are not engaged, a subset of the committee may take on an inordinate amount of influence. When a committee is too small, members may get burned out and leave the committee, or stay on but not be able to invest enough time to achieve what’s expected of him or her. On a related note, make sure the right people are on each committee. Members should have the knowledge and skills to contribute to the work, and enough time to invest in order to make a difference.

Some organizations have gotten frustrated by a growing number of committees, with board members having mores responsibilities and meetings than they can handle. In response, the three-committee structure is rising in popularity. David La Piana describes and advocates for this structure here. This structure includes committees for internal affairs, external affairs, and governance. There’s also an Executive Committee, similar to what’s described above, consisting of the chairs of each committee plus the board president/chair. Under this plan:

  • The Internal Affairs Committee handles operational issues, such as finance, human resources, and facilities, and commonly includes the CFO and Director of HR.
  • The External Affairs Committee covers outside-facing issues, such as fundraising, public relations, and marketing, and commonly includes the Development Director.
  • The Governance Committee matches what is described above, recruiting new members, evaluating existing members, and providing development opportunities.

There’s no one right structure for a board, and your structure may change over time as your needs change. Figure out what will work best, based on the size of the board, the knowledge and skill sets of members, the nature of the organization, and the oversight and guidance it needs from the board. A well-structured board, with well-run committees, can spring forward your organization to achieve more.